REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of [______ __, 2009] by and among TRESTLE HOLDINGS, INC. (to be renamed MOQIZONE HOLDING CORPORATION), a Delaware corporation (the “Company”), and the Persons who have executed the counterpart signature pages of this Agreement as an Investor (collectively, the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
PLEDGE AGREEMENTPledge Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments
THIS PLEDGE AGREEMENT ("Agreement"), dated as of _________, 2009, is executed by and among (A) Trestle Holdings, Inc., a Delaware corporation (“Trestle”); (B) MoqiZone Holdings Limited, a Cayman Island corporation (“MoqiZone Cayman”); (C) MobiZone Holdings Limited, a Hong Kong corporation (“MobiZone Hong Kong”); (D) Shanghai MoqiZone Information Technology Company Limited, a corporation organized under the laws of the People’s Republic of China (“MoqiZone”); (E) Leser Hunter Taubman & Taubman, a law firm formed under the laws of the State of New York and having an office at 17 State Street, 20th floor, New York, New York 10004 (the “Collateral Agent” or “LHTT”); and (F) those individuals, corporations, limited liability companies, or other entities who have executed this Agreement on the signature page hereof (collectively, the “Investors” or the “Secured Parties”).
ESCROW AGREEMENTEscrow Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
THIS ESCROW AGREEMENT (“Agreement”) is made as of June 1, 2009 by and between TRESTLE HOLDINGS, INC., a Delaware corporation (the "Company"); MOQIZONE HOLDINGS LIMITED, a Cayman Island corporation ("MoqiZone Cayman"); all the persons listed on Schedule A hereto (the “Management Team”); all of the investors who signed the Purchase Agreement, as defined below (the “Investor Group”) and the Investor Representative who has executed this Agreement on the Investor Signature Page hereof (the “Investor Representative,” and together with the Investor Group, the “Investors” and together with Trestle, MoqiZone Cayman and the Management Team, the “Parties”); and Leser, Hunter, Taubman & Taubman, with offices at 17 State Street, Suite 1610, New York, NY 10004 (the “Escrow Agent”).
CLASS B COMMON STOCK PURCHASE WARRANTSecurities Purchase Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
THIS CERTIFIES THAT, for value received, _______________________________, or its registered assigns, (the “Holder”) is entitled to purchase from TRESTLE HOLDING, INC. (to be renamed MoqiZone Holding Corporation), a Delaware corporation, (the “Company”), at any time or from time to time during the period specified in Section 2 hereof, _____________________ ( ), which represents that number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), as shall be equal to fifty percent (50%) of the number of shares of Common Stock that are issuable upon conversion of the shares of Series A Preferred Stock of the Company (the “Conversion Shares”) to be received by the Holder in exchange for his or its Note (ie. 2,778 Conversion Shares for each $10,000 principal amount of Note purchased and $1,000 Stated Value of each share of Series A Preferred Stock received in exchange for such Note), all pursuant to the terms and conditions of the “Securities Purchase Agreem
LOCK-UP AGREEMENTLock-Up Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
VOTING AGREEMENTVoting Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of June 1, 2009, by and between Lawrence Cheung (collectively the “Management Shareholders”), (collectively, the “MoqiZone Cayman Shareholders”) and the undersigned shareholder (the “Trestle Shareholder,” and together with the MoqiZone Cayman Shareholders and Management Shareholders, the “Shareholders”)) of Trestle Holdings, Inc., a Delaware corporation (the “Company”).
CLASS A COMMON STOCK PURCHASE WARRANTSecurities Purchase Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
THIS CERTIFIES THAT, for value received, _______________________________, or its registered assigns, (the “Holder”) is entitled to purchase from TRESTLE HOLDING, INC. (to be renamed MoqiZone Holding Corporation), a Delaware corporation, (the “Company”), at any time or from time to time during the period specified in Section 2 hereof, _____________ ( ), which represents that number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), as shall be equal to fifty percent (50%) of the number of shares of Common Stock that are issuable upon conversion of the shares of Series A Preferred Stock of the Company (the “Conversion Shares”) to be received by the Holder in exchange for his or its Note (ie. 2,778 Conversion Shares for each $10,000 principal amount of Note purchased and $1,000 Stated Value of each share of Series A Preferred Stock received in exchange for such Note), all pursuant to the terms and conditions of the “Securities Purchase Agreement” (as
GUARANTY AGREEMENTGuaranty Agreement • June 3rd, 2009 • Trestle Holdings, Inc. • Laboratory analytical instruments • New York
THIS GUARANTY AGREEMENT (“Guaranty”) is dated as of ____________ ___, 2009, and is made effective as of ___________ __, 2009 (the “Effective Date”) by the undersigned (each hereinafter referred to as a “Guarantor” and collectively, the “Guarantors”), in favor of the purchasers (each a “Investor” and collectively the “Investors”) of the 8% exchangeable convertible notes due March 31, 2011 (the “Notes”) and the Warrants issued pursuant to a Securities Purchase Agreement among MOBIZONE HOLDINGS LIMITED, a Hong Kong corporation (“MobiZone Hong Kong”), the Guarantors, certain other Persons or are parties thereto and such Investors, dated as of June 1, 2009 (the “Securities Purchase Agreement”) and the Exhibits to the Securities Purchase Agreement, all dated as of June 1, 2009 (with the Securities Purchase Agreement, collectively, the “Investment Documents”).
